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General terms and conditions

I Scope of the Agreement, General provisions

  1. Our general terms and conditions (GTC) for services (SERVICEs) apply exclusively, contradicting or deviate conditions of the contracting party shall not be valid unless agreed upon in written. This applies even if, while being aware of contradicting or deviant conditions of the contracting party, we execute the contract without any reservation.

    They apply to all offers or services and all contractual relations resulting there from between the SAFE+ Algorithmics GmbH (SAFE+) and the contracting party (CUSTOMER) including future transactions.

    SAFE+ provides services (SERVICEs) to individuals or legal entities, under private or public law, from which it has received an order.

  2. Our terms and conditions only apply to entrepreneurs, legal entities under public law or special funds under public law.

  3. Unless otherwise agreed in writing prior to the execution of the order, only the CUSTOMER is entitled to instruct SAFE+ particularly with regard to
    the volume of the order or distribution of reports and opinions. The CUSTOMER irrevocably authorizes SAFE+ to share reports and opinions with third parties, if requested by the CUSTOMER or if SAFE+ deems it implicitly necessary due to circumstances, trade practice, common usage or practice.

II Offer, Termination of contract, Performance content

  1. Our offers are subject to change. We reserve ownership and copyright to all illustrations, drawings, calculations, procedures, descriptions and other documents. This also applies to written documents which are marked "confidential". Before disclosing them to third parties, the contract partner has to request express written consent from SAFE+.
  2. The scope of the services to be executed by SAFE+ is set in writing by placing an order. Any change or addition to the volume of the order needs to be made in written to be legally binding.
  3. If the order for our services qualifies as an offer according to § 145 BGB (German Civil Code), we can accept it within the period of commitment and if no period of commitment is set within 2 weeks.
  4. Specifications, descriptions of the procedures or technical data sheets do not constitute a guarantee for our services, unless this is agreed upon in a dedicated agreement.

III Prices. Conditions of payment

  1. Our prices are listed in Euro, plus value added tax (VAT). For invoice calculation, weights, number of units, quantities and times as determined by SAFE+ are binding, provided that the contract partner has no objections within two months period after the date of invoice.

  2. If the price is not agreed upon between the parties when placing the order, or during contract negotiations, the price to be paid by the CUSTOMER is according to the applicable SAFE+ standard rates.

    SAFE+ reserves the right to charge expenses for travelling, packaging, transportation and disposal separately. 3. Price changes shall be notified in writing to the contract partner at least three months prior to come into effect.

    If the contract partner expresses no objections to the new price, within a month from the notification date, the new prices are deemed accepted and shall take effect on the established date. This does not apply to a flat fee agreement.

  3. No discounts are granted.

  4. Our invoices must be paid entirely within 14 days after receipt by specifying the invoice number, unless other terms of payment have been agreed upon.

    Delay in the payment of the invoice is subject to penalty according to applicable legal provisions. 6. The contract partner has the right to compensate receivables only against claims undisputed by SAFE+ or legally settled. 7. In case of unexpected events or additional costs related to the service provided, SAFE+ will make efforts to inform the CUSTOMER as soon as possible, but nevertheless reserves the right to invoice additional costs necessary to complete the works.

    If SAFE+ is partially or entirely prevented from completing the works, for reasons beyond its control, which can also be due the CUSTOMERs failure to fulfil his obligations, SAFE+ is entitled to claim compensation for all non-reimbursable expenses accrued by SAFE+ and to demand the payment of that part of the remuneration agreed upon, corresponding to the partially provided service. 8. Other costs, such as travel costs, mileage allowance etc. will be calculated separately.

IV Performance of services

  1. The deadline agreed upon for the performance of services is only given as a rough guide, unless otherwise stipulated in writing by prior negotiation. If the deadline established for the performance of services has been exceeded due to our fault, the contract partner can establish a deadline for the completion of works, of a minimum 30 working days, and subsequently is entitled to request the termination of the contract or the respective compensations.

    Contract termination must be explained in writing.

    The right to punitive damages is detailed in article XII. 2. A delay of SAFE+ shall be considered only after a grace period set by the contract partner of minimum 14 working days. 3. Compliance with all terms and deadlines depends on the timely delivery of all information, documentation and materials, as well as on the timely fulfilment of obligations by the CUSTOMER.

V Discontinuance or termination of services

SAFE+ is entitled to immediately and without bearing any responsibility suspend temporarily or terminate the performance of services, provided that: 1. The CUSTOMER does not fulfil contractual obligations within 30 working days, despite appropriate warning, except for payments under dispute and/ or 2. The CUSTOMER stops payment or business operations, enters an agreement to prevent insolvency, applies for insolvency or is subject to insolvency, or the CUSTOMERs assets are put under sequestration.

VI CUSTOMER obligations

The CUSTOMER shall ensure that: 1. all information, instructions, documents and materials necessary for work execution is provided in time (minimum 3 working days before the starting of service performance) to SAFE+, so that the services may be performed according to the contract. 2. the systems and auxiliary personnel demanded by SAFE+ are available for work execution. 3. all necessary measures are taken for the physical and legal safety of working conditions, sites and facilities during the execution of the services. Also, reliance is not to be laid upon SAFE+ recommendations, whether he has requested this or not.

In addition, the CUSTOMER must ensure that the SAFE+ representatives are granted access to all premises where the service is provided, as well as that all steps are taken so as to eliminate or remedy any obstruction or interruption in the execution of the requested service. This applies only if SAFE+ employees work at the CUSTOMERs site.

  1. SAFE+ is informed in advance of any known hazards or dangers - whether actual or potential - that are associated with the order, e.g. presence or possibility of radiation, toxic, noxious or explosive elements or materials, environmental pollution or poisons.

    In that regard, the CUSTOMER is liable for all damages that are a result of dangerous conditions of the environment and the materials. 5. shall avail all rights and fulfil all obligations resulting from sale or other contracts or in relation to third parties according to the law.

VII Commissioning of Third Parties

SAFE+ is entitled to transfer the services in whole or in part to any third party. The CUSTOMER authorizes SAFE+ to transfer to third parties all the necessary information for the performance of services, provided the third parties are subject to the same confidentiality clauses as the parties.

VIII Reports/opinions/expertise

  1. Reports / opinions / expertise refer exclusively to documentation and materials submitted by the CUSTOMER or obtained upon the CUSTOMERs request.

  2. SAFE+ will generate reports, opinions or expertise with a qualified IT system in electronic format. The files are signed by SAFE+ by means of a product certified by the German Bundesamt für Sicherheit in der Informationstechnik (BSI) according to Signaturgesetz (SigG) with a qualified digital signature according to SigG and will be sent to the customer as electronic attachment to an email.

    SAFE+ may be sent reports, opinions or expertise in printed and signed format by post mail upon request by the CUSTOMER. The CUSTOMER will bear the expenses for processing and shipment.

    SAFE+ does not take responsibility for modified files or files that cannot be read on the CUSTOMERs computer and reminds the CUSTOMER that files sent by SAFE+ cannot be considered official documents as per the Code of Civil Procedure.

    In case the files supplied by SAFE+ to the CUSTOMER are not readable SAFE+ commits to supply the reports, opinions or expertise to the CUSTOMER a second time in electronic format or in another acceptable way. 3. SAFE+ takes no responsibility for problems related to the electronic transfer of files or the CUSTOMERs economic losses. 4. SAFE+ explicitly warns on the fact that messages transmitted via the internet can be lost, changed or distorted, with or without the intervention of a third party, and they cannot be protected against third party access. For documents signed by SAFE+ with a qualified digital signature the CUSTOMER can check whether the document was created by SAFE+ and whether its content is unchanged since it was signed. 5. The reports, opinions and expertise issued by SAFE+ present exclusively the facts at the time of evaluation of the documentation and specifications provided by the CUSTOMER. 6. All details included in reports, opinions and expertise are derived from the documentation and materials provided by the CUSTOMER in conjunction with the results of performed analysis, calculations and testing procedures or evaluation thereof.

    Basis therefor is the state-of-the-art of science and technology or other circumstances, which in SAFE+s view must be taken into account. 7. If SAFE+ receives documents regarding the contractual relations between the CUSTOMER and a third party, these shall be used as information only without extending or limiting SAFE+s area of responsibility or contractual obligations. 8. The CUSTOMER acknowledges that by fulfilling its contractual obligations SAFE+ does not takes the position of a CUSTOMER or that of a third party, nor releases them from their obligations. Also, SAFE+ does not undertake any of the CUSTOMER’s obligations with respect to third parties.

IX Use of reports, opinions and expertise

  1. Reports, opinions and expertise can be published or copied, only unchanged in form or in content and with the approval of SAFE+. In case were conclusions are relying on norms or other technical guidelines which have changed, in any case prior approval from SAFE+ must be requested.

    Multiplication of the reports, opinions and expertise can be made only within their scope. Dissemination to third parties is possible only with a prior written consent from SAFE+, except to suppliers and customers of the CUSTOMER. 2. The CUSTOMER has the right to use the expertise, with all drafting and details, only for its intended purpose as agreed. Any other use or changes by the CUSTOMER are possible only with a prior written consent from SAFE+. 3. The CUSTOMER commits to disseminates working output of SAFE+ only with a written consent of SAFE+, except the dissemination results from the content
    of the order. 4. Dissemination of reports, opinions and expertise to authorities or other public bodies is possible, if dissemination is part of the contract or legally binding.

X Protection of results

  1. The CUSTOMER has permission to use reports, expertise, opinions and other details only after the full payment and only for the purpose specified in the contract.
  2. The CUSTOMER is not allowed to modify or edit (process) reports, expertise or opinions or use just excerpts therefrom without prior written consent of SAFE+.
  3. As far as for the services provided by SAFE+ copyright exists, SAFE+ reserves the copyright.

XI Confidentiality and intellectual property rights

  1. The CUSTOMER and SAFE+ undertake to keep confidential any business and manufacturing secrets received from the partner within the business relationship between the parties and not to disclose them to third parties or use them without authorization for own purposes, without the other party’s written consent, unless legal disclosure obligations interfere with confidentiality obligations.
  2. SAFE+ reserves the rights on all expertise, opinions, reports and other similar documents issued, drafted or used in general, unless they were drafted exclusively for the CUSTOMER, according to a written agreement.
  3. SAFE+ is allowed to make and keep copies of written documents entrusted for research purposes and of relevance for the fulfilment of contractual obligations.

XII Liability

  1. SAFE+ is liable, under limitation to foreseeable contractual damages, for damages from simple negligent violation of essential contractual obligations, simple negligent impossibility or simple negligent delay. SAFE+ is not liable for damages due to simple negligent violation of minor contractual obligations. Essential contractual obligations are those obligations which make the execution of the agreement possible on whose adherence the contract partner can rely on a regular basis.
  2. SAFE+'s liability, according to the previous paragraph (XII 1), is for each case limited to ten times the value of the provided service, whose execution caused the damage. Under no circumstance, shall SAFE+ liability exceed the total maximum amount of 250,000 euro.

  3. SAFE+ is not liable for indirect or secondary damages, especially for the lost profits, temporary suspension of activities, loss of a business opportunity, decrease in the company value, or for costs related to product recall.

    SAFE+ is not liable for any losses, damages or costs of the CUSTOMER which may arise in relation with third parties especially due to product liability claims. 4. If the CUSTOMER demands compensations for damages, he must submit a written application to SAFE+, within 30 days from discovering the circumstance which has led to damages. Regarding statute of limitations the statutory provisions apply. 5. Limitations of liability do not apply to damages due to gross negligence or premeditation. The same applies to damages for injury to life, body or health, if SAFE+ is responsible for the breach of duty. The same holds valid for SAFE+ legal representatives. 6. The opinions, statements or reports are created based on information, documents and / or test results provided by the CUSTOMER. Neither SAFE+ nor its officers, employees or sub-contractors are liable for any action that has been taken or omitted on the basis of such opinions, statements or reports by the CUSTOMER or any third party where the error is caused by unclear, wrong, incomplete or misleading information provided by the CUSTOMER. 7. SAFE+ is not liable for delayed, partially or incompletely performed services directly or indirectly due to events beyond SAFE+ control. This includes non-fulfilment of CUSTOMER obligations, presented in article VI. 8. SAFE+ is not liable for the correctness of directives, laws, norms and regulations on which tests, calculations or evaluation are relying.

XIII Right of withdrawal

SAFE+ has the right to terminate the contract, on condition that: 1. fulfilment of contractual duties in time is not possible because of circumstances under responsibility/control of the CUSTOMER 2. the CUSTOMER does not fulfil collaboration obligations and/or preliminary obligation, despite being granted with a grace period. 3. an insolvency procedure has been initiated for the CUSTOMERs assets or the initiation of the insolvency procedure is rejected due to lack of assets. 4. a case of force majeure occurs. "A case of force majeure" means events and circumstances whose initiation is beyond SAFE+ control (natural catastrophe, war, labour dispute, lack of raw material or energy, traffic jams, damages caused by explosions or fire, order of higher authority). If, as a result of these events, SAFE+ is not able to provide services or can provide them only partially, SAFE+ is not bound to perform its contract obligations during these circumstances. If the above mentioned circumstances make performance of services impossible, SAFE+ has the right to terminate the contract.

XIV Severability clause, Non-solicitation clause

  1. Should one or more provisions of these Terms and Conditions be in whole or in part invalid or unenforceable, this does not affect the validity or enforceability of the other provisions.
  2. For the duration of the contract and one year following its termination, the CUSTOMER has no right to encourage directly or indirectly the resignation of SAFE+ employees.

XV Use of SAFE+ name

The use of SAFE+'s company, name and/ or registered trademarks for advertising purposes of any kind is forbidden, without the prior written consent of SAFE+.

XVI Place of execution, Jurisdiction, Applicable Law

  1. The company’s headquarters is the place of execution, unless otherwise stipulated in the order confirmation.
  2. The court of competent jurisdiction for all disputes that may arise between SAFE+ and entrepreneurs, legal entities under public law or special funds under public law is based in Göppingen except for force majeure situations. SAFE+ also has the right to file a complaint against the CUSTOMER with the court under the jurisdiction of which the latter falls.
  3. The applicable law is the law of the Federal Republic of Germany; United Nations Convention on Contracts for the International Sale of Goods and Private international law are excluded.